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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 Amendment No. 1
FORM 10-K/A
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended October 28, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 1-6357
 ESTERLINE TECHNOLOGIES CORPORATION
  Delaware
    
    13-2595091(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)500 108th Avenue NEBellevue, Washington
    
    98004(Address of principal executive offices)
    
    (Zip code)
 425/453-9400
  Name of each exchangeTitle of each class
    
    on which registeredCommon Stock ($.20 par value)
    
    New York Stock ExchangePreferred Stock Purchase Rights
    
    New York Stock Exchange
  þ o
 o
 þ o
 o þ
  DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  PART IIItem 5. Market for Registrants Common Equity and Related Stockholder MattersPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEXHIBIT 31.1EXHIBIT 31.2    Table of Contents  EXPLANATORY NOTE
   
 PART II
 
 Item 5. Market for Registrants Common Equity and Related Stockholder Matters
  (a)
    
    The high and low market sales prices of our common stock for each quarterly period
during fiscal years 2005 and 2004, respectively, is set forth under the section entitled
Market Price of Esterline Common Stock of the Annual Report to Shareholders for the
fiscal year ended October 28, 2005. The Annual Report is
included as Exhibit 13 to our annual report on Form 10-K for the
fiscal year ended October 28, 2005 filed with the Securities and
Exchange Commission on January 6, 2006.(b)
    
    Restrictions on the ability to pay future cash dividends is set forth in Note 10 to the
Consolidated Financial Statements contained in the Annual Report to Shareholders for the
fiscal year ended October 28, 2005. The Annual Report is included as Exhibit 13 to our annual report on Form 10-K for the
fiscal year ended October 28, 2005 filed with the Securities and
Exchange Commission on January 6, 2006.
    
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
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ESTERLINE TECHNOLOGIES CORPORATION
(Registrant)By
    /s/ Robert D. GeorgeRobert D. GeorgeVice President,
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial Officer) - 2 -




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##### Table of Contents



ExhibitNumber
    
    Exhibit3.1
    
    Restated Certificate of Incorporation, dated June 6, 2002. (Incorporated by reference to
Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended April 26,
2002 [Commission File Number 1-6357].)3.2
    
    By-laws of the Company, as amended and restated September 8, 2005. (Incorporated by
reference to Exhibit 3.2 to the Companys Current Report on Form 8-K dated September 9, 2005
[Commission File Number 1-6357].)4.1
    
    Rights Agreement dated as of December 11, 2002, between Esterline Technologies
Corporation and Mellon Investor Services LLC, as Rights Agent, which includes as Exhibit A
the Form of Certificate of Designation of Series B Serial Preferred Stock, as Exhibit B the
Form of Rights of Certificate and as Exhibit C the Summary of Rights to Purchase Preferred
Shares. (Incorporated by reference to Exhibit 4.1 to Esterline Technologies Corporations
Registration Statement on Form 8-A, as amended, filed on December 12, 2002 [Commission File
Number 1-6357].)4.2
    
    Indenture relating to Esterline Technologies Corporations 7.75% Senior Subordinated
Notes due 2013, dated as of June 11, 2003. (Incorporated by reference to Exhibit 4.1 to
Esterline Technologies Corporations Form 10-Q for the quarter ended August 1, 2003
[Commission File Number 1-6357].)4.3
    
    Form of Exchange Note. (Incorporated by reference to Exhibit 4.3 to Esterline
Technologies Corporations Form S-4, as amended, filed on September 30, 2003 [Commission
File Number 333-109325].)10.2
    
    Amendment No. 3 Credit Agreement, dated as of November 14, 2005, among Esterline
Technologies Corporation, the financial institutions referred to therein and Wachovia Bank,
National Association, as Administrative Agent. (Incorporated by reference to Exhibit 10.2 to
the Companys Current Report on Form 8-K dated November 14, 2005 [Commission File Number
1-6357].)10.4
    
    Industrial Lease dated July 17, 1984, between 901 Dexter Associates and Korry
Electronics Co., First Amendment to Lease dated May 10, 1985, Second Amendment to Lease dated
June 20, 1986, Third Amendment to Lease dated September 1, 1987, and Notification of Option
Exercise dated January 7, 1991, relating to the manufacturing facility of Korry Electronics
at 901 Dexter Avenue N., Seattle, Washington.10.4a
    
    Fourth Amendment dated July 27, 1994, to Industrial Lease dated July 17, 1984
between Houg Family Partnership, as successor to 901 Dexter Associates, and Korry Electronics
Co.
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ExhibitNumber
    
    Exhibit10.5
    
    Industrial Lease dated July 17, 1984, between 801 Dexter Associates and Korry
Electronics Co., First Amendment to Lease dated May 10, 1985, Second Amendment to Lease dated
June 20, 1986, Third Amendment to Lease dated September 1, 1987, and Notification of Option
Exercise dated January 7, 1991, relating to the manufacturing facility of Korry Electronics
at 801 Dexter Avenue N., Seattle, Washington.10.5a
    
    Fourth Amendment dated March 28, 1994, to Industrial Lease dated July 17, 1984,
between Michael Maloney and the Bancroft & Maloney general partnership, as successor to 801
Dexter Associates, and Korry Electronics Co.10.10*
    
    Compensation of Directors. (Incorporated by reference to Other Information as to
Directors  Compensation of Directors in the definitive form of the Companys Proxy
Statement, relating to its 2006 Annual Meeting of Shareholders to be held on March 1, 2006,
and to be filed with the Securities and Exchange Commission and the New York Stock Exchange.)10.13*
    
    Amended and Restated 1987 Stock Option Plan. (Incorporated by reference to Exhibit 10 to
Registration Statement of Form S-8 [No. 33-52851] filed March 28, 1994.)10.15*
    
    Esterline Corporation Supplemental Retirement Income Plan for Key Executives.10.16k*
    
    Esterline Technologies Corporation Long-Term Incentive Plan. (Incorporated by reference
to Exhibit 10.16k to the Companys Quarterly Report on Form 10-Q for the quarter ended July
29, 2005 [Commission File Number 1-6357].)10.19*
    
    Executive Officer Termination Protection Agreement.10.19b*
    
    Offer Letter from Esterline Technologies Corporation to Richard Wood dated February 2,
2005. (Incorporated by reference to Exhibit 10.19b to the Companys Quarterly Report on Form
10-Q for the quarter ended January 28, 2005 [Commission File Number 1-6357].)10.19c*
    
    Severance Protection Agreement between Richard Wood and Esterline Technologies
Corporation, dated February 23, 2005. (Incorporated by reference to Exhibit 10.19c to the
Companys Quarterly Report on Form 10-Q for the quarter ended January 28, 2005 [Commission
File Number 1-6357].)10.19d*
    
    Executive Officer Compensation. (Incorporated by reference to Executive Compensation in
the definitive form of the Companys Proxy Statement, relating to its 2006 Annual Meeting of
Shareholders to be held on March 1, 2006, and to be filed with the Securities and Exchange
Commission and the New York Stock Exchange.)10.19e*
    
    Offer Letter from Esterline Technologies Corporation to Frank Houston dated March 4, 2005.
(Incorporated by reference to Exhibit 10.19e to the Companys Current Report on Form 8-K
dated March 29, 2005 [Commission File Number 1-6357].)
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ExhibitNumber
    
    Exhibit10.20k*
    
    Esterline Technologies Corporation Fiscal Year 2005 Annual Incentive Compensation Plan.
(Incorporated by reference to Exhibit 10.20k to the Companys Quarterly Report on Form 10-Q
for the quarter ended January 28, 2005 [Commission File Number 1-6357].)10.21*
    
    Esterline Technologies Corporation Fiscal Year 2006 Annual Incentive
Compensation Plan.10.22
    
    Real Property Lease and Sublease, dated June 28, 1996, between 810 Dexter L.L.C.
and Korry Electronics Co.10.24*
    
    Esterline Technologies Corporation Amended and Restated 1997 Stock Option Plan.
(Incorporated by reference to Annex B in the definitive form of the Companys Proxy
Statement, relating to its 2003 Annual Meeting of Shareholders held on March 5, 2003, filed
with the Securities and Exchange Commission and the New York Stock Exchange on January 23,
2003 [Commission File Number 1-6357].)10.25
    
    Property lease between Slibail Immobilier and Norbail Immobilier and Auxitrol
S.A., dated April 29, 1997, relating to the manufacturing facility of Auxitrol at 5, allée
Charles Pathé, 18941 Bourges Cedex 9, France, effective on the construction completed date
(December 5, 1997).10.26
    
    Industrial and build-to-suit purchase and sale agreement between The Newhall
Land and Farming Company, Esterline Technologies Corporation and TA Mfg. Co., dated February
13, 1997 including Amendments. The agreement is for land and building located at 28065 West
Franklin Parkway, Valencia, CA 91384, effective upon acceptance of construction completion
(May 12, 1998).10.30
    
    Counterpart Underlease, dated January 4, 1993, between Openment Limited and Muirhead
Vactric Components Limited, relating to premises located at Oakfield Road, Penge in the
London Borough of Bromley. (Incorporated by reference to Exhibit 10.30 to the Companys
Annual Report on Form 10-K for the fiscal year ended October 27, 2000 [Commission File Number
1-6357].)10.31
    
    Lease Agreement, dated as of February 27, 1998, between Glacier Partners and Advanced
Input Devices, Inc., Lease Amendment #1, dated February 27, 1998. (Incorporated by reference
to Exhibit 10.31 to the Companys Annual Report on Form 10-K for the fiscal year ended
October 27, 2000 [Commission File Number 1-6357].)10.33*
    
    Esterline Technologies Corporation 2002 Employee Stock Purchase Plan. (Incorporated by
reference to Annex D in the definitive form of the Companys Proxy Statement, relating to its
2006 Annual Meeting of Shareholders to be held on March 1, 2006, and to be filed with the
Securities and Exchange Commission and the New York Stock Exchange.)
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ExhibitNumber
    
    Exhibit10.34
    
    Lease Agreement, dated as of August 6, 2003, by and between the Prudential Insurance
Company of America and Mason Electric Co., relating to premises located at Sylmar,
California. (Incorporated by reference to Exhibit 10.34 to the Companys Annual Report on
Form 10-K for the fiscal year ended October 31, 2003 [Commission File Number 1-6357].)10.35
    
    Occupation Lease of Buildings known as Phases 3 and 4 on the Solartron Site at Victoria
Road, Farnborough, Hampshire between J Sainsbury Developments Limited and Weston Aerospace
Limited, dated July 21, 2000. (Incorporated by reference to Exhibit 10.35 to the Companys
Annual Report on Form 10-K for the fiscal year ended October 31, 2003 [Commission File Number
1-6357].)10.36*
    
    Esterline Technologies Corporation 2004 Equity Incentive Plan. (Incorporated by reference
to Annex C in the definitive form of the Companys Proxy Statement, relating to its 2006
Annual Meeting of Shareholders to be held on March 1, 2006, and to be filed with the
Securities and Exchange Commission and the New York Stock Exchange.)10.36a*
    
    Form of Stock Option Agreement. (Incorporated by reference to Exhibit 10.36a to the
Companys Quarterly Report on Form 10-Q for the quarter ended January 28, 2005 [Commission
File Number 1-6357].)10.37
    
    Lease Agreement dated as of March 19, 1969, as amended, between Leach Corporation and Gin
Gor Ju, Trustee of Ju Family Trust, relating to premises located in Orange County.
(Incorporated by reference to Exhibit 10.37 to the Companys Annual Report on Form 10-K for
the fiscal year ended October 29, 2004 [Commission File Number 1-6357].)10.40*
    
    Esterline Technologies Corporation Amended and Restated Non-Employee Directors Stock
Compensation Plan. (Incorporated by reference to Exhibit 10.40 to the Companys Quarterly
Report on Form 10-Q for the quarter ended January 28, 2005 [Commission File Number 1-6357].)11
    
    Schedule setting forth computation of earnings per share for the five fiscal years
ended October 28, 2005.12.1
    
    Statement of Computation of Ratio of Earnings to Fixed Charges.13
    
    Portions of the Annual Report to Shareholders for the fiscal year ended October 28,
2005, incorporated by reference herein.21
    
    List of subsidiaries.23
    
    Consent of Independent Registered Public Accounting Firm.
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ExhibitNumber
    
    Exhibit31.1
    
    Certification of Chief Executive Officer.31.2
    
    Certification of Chief Financial Officer.32.1
    
    Certification (of Robert W. Cremin) pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification (of Robert D. George) pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Indicates management contract or compensatory plan or arrangement.
    
    Previously filed. - 7 -